UNITED STATES OF AMERICA
before the
SECURITIES AND EXCHANGE COMMISSION

SECURITIES EXCHANGE ACT OF 1934
Release No. 45142 / December 10, 2001

ADMINISTRATIVE PROCEEDING
File No. 3-10649

In the Matter of

KENNETH R. GROSSFELD,

Respondent

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ORDER INSTITUTING PUBLIC ADMINISTRATIVE PROCEEDINGS PURSUANT TO SECTION 15(b)
OF THE SECURITIES EXCHANGE ACT OF 1934, MAKING FINDINGS AND IMPOSING REMEDIAL SANCTIONS

I.

The Securities and Exchange Commission ("Commission") deems it appropriate and in the public interest to institute public administrative proceedings pursuant to Section 15(b) of the Securities Exchange Act of 1934 ("Exchange Act") against Respondent Kenneth R. Grossfeld ("Respondent" or "Grossfeld").

II.

In anticipation of the institution of these proceedings, Respondent Grossfeld submitted an Offer of Settlement ("Offer") to the Commission, which the Commission has determined to accept. Solely for the purpose of this proceeding and any other proceeding brought by or on behalf of the Commission, or in which the Commission is a party, and without admitting or denying the findings contained herein, except as to the jurisdiction of the Commission over Respondent Grossfeld and over the subject matter of this proceeding and as to findings contained in Section III.A. below and as to the entry of a Final Judgment of Permanent Injunction and Other Relief as set forth in Section III.C. below, which are admitted, Respondent Grossfeld by his Offer consents to the entry of findings and remedial sanctions set forth below.

Accordingly, IT IS ORDERED that proceedings pursuant to Sections 15(b) of the Exchange Act be, and, they hereby are, instituted.

III.

On the basis of this Order and the Offer of Settlement submitted by Grossfeld, the Commission finds that:

A. At all relevant times, Respondent was associated with an unregistered broker-dealer.

B. On December 28, 2000, the Commission filed a complaint in the United States District Court for the Southern District of Florida, SEC v. Web Hosting Headquarters Partnership, et al., Civil Action No. 00-4975-CIV-HIGHSMITH (S.D. Fla. Dec. 28, 2000) (the "Complaint"), against, among others, Respondent. The Complaint charged Respondent and others with violating the securities registration, broker-dealer registration, and antifraud provisions of the federal securities laws, in connection with the unregistered offering of partnership units issued by Web Hosting Headquarters Partnership.

C. On October 15, 2001, a Final Judgment of Permanent Injunction and Other Relief ("Final Judgment") was entered against Respondent, by his consent, without admitting or denying any of the allegations contained in the Commission's Complaint, except as to the Court's jurisdiction over him and the subject matter of the Complaint. Among other things, the Final Judgment enjoined Respondent from violations of Sections 5(a), 5(c), and 17(a) of the Securities Act of 1933, Sections 10(b) and 15(a)(1) of the Exchange Act, and Rule 10b-5 thereunder.

IV.

Based on the foregoing, the Commission deems it appropriate and in the public interest to impose the sanctions specified by Respondent Grossfeld in his Offer of Settlement.

Accordingly, IT IS ORDERED that:

Respondent Grossfeld be, and hereby is, barred from association with any broker or dealer.